RELIANCE STEEL & ALUMINUM CO.
AUDIT COMMITTEE CHARTER
The Audit Committee (the "Committee") of Reliance Steel & Aluminum Co.
("Reliance") shall be composed of three or more members of the Board of
Directors (the "Board"), each of whom is financially literate and at least one
of whom has accounting or related financial management experience. All members
of the Committee shall be free of any relationship that may interfere with their
exercise of independent judgment and shall meet the requirements of the New York
Stock Exchange ("NYSE").
The primary purpose of the Committee is to assist the Board in fulfilling
the Board's oversight responsibilities over Reliance's financial reporting
process and systems of internal controls, monitoring the independence and
performance of Reliance's independent auditors and maintaining open
communication between the Board and the independent auditors, the internal
auditors and financial management.
1. Annually review the Charter and the Committee's adherence to it.
2. Annually review with Reliance's counsel legal matters that could have a
significant impact on the financial statements.
3. Review with financial management and the independent accountants
Reliance's annual and quarterly financial statements prior to filing or
distribution. Discuss any significant changes to Reliance's accounting
principles and any items required to be communicated by the independent
accountants in accordance with the American Institute of Certified Public
Accountants Statement on Auditing Standards No. 61 ("AICPA SAS 61").
4. Discuss with management, the internal auditors and the independent
accountants any significant financial risks and the actions required to minimize
5. Annually review related party transactions for potential conflicts of
6. Review financial and accounting personnel succession planning.
1. Annually recommend to the Board the independent auditors to be appointed
after evaluating independence, performance and cost effectiveness. The Committee
must approve any discharge of the independent auditor. The independent auditors
are ultimately accountable to the Audit Committee and the Board.
2. Annually obtain and review written report from independent auditors
disclosing all relationships with Reliance and consider impact on their
independence and objectivity.
3. Review with the independent auditors the scope and procedures of the
audit and approve all amounts to be paid to the independent auditors.
4. Review with the independent auditors (a) the results of their audit in
accordance with AICPA SAS 61, as amended, (b) their findings and
recommendations, (c) the opinion to be issued in respect to Reliance's financial
statements prior to any filings or other distribution and (d) the quality and
acceptability of Reliance's accounting principles.